James T.
Glover, CPA
c/o Anadys Pharmaceuticals, Inc.
3115 Merryfield Row,
San Diego, CA 92121
Re: Severance
Agreement and General Release
As we
discussed, in connection with the Anadys Pharmaceuticals, Inc. (the
“Company”) restructuring and reduction in force, your
employment with the Company will terminate on June 30
th , 2009 (“Separation Date”). This
letter will set forth our proposed agreement concerning your
separation from the Company, severance benefits from the Company
and your release of the Company from any obligations or claims
after the Separation Date.
1. You
currently hold the position of Senior Vice President, Operations
and Chief Financial Officer. As of July 1, 2009, your
responsibilities will cease, and all payments and benefits from the
Company will cease, except as provided in this letter Agreement
(the “Agreement”).
2. On your
Separation Date, the Company shall provide you with a final
paycheck through the Separation Date which will include accrued and
unused vacation pay, less all applicable federal, state and local
income, social security and other payroll taxes consistent with the
Company’s regular employment practices.
(a) Pursuant
to the Amended and Restated Severance and Change in Control
Agreement by and between you and the Company dated March 3,
2008 (the “Severance Agreement”) and contingent upon
satisfaction of the conditions described in the Severance
Agreement, you are eligible for Separation Benefits as defined
under the Severance Agreement in exchange for your release of the
Company from all claims which you may have against the Company as
of the Separation Date. A copy of the Severance Agreement is
attached to this Agreement as Attachment 1, and is incorporated by
reference herein.
3. Within
14 days of the Separation Date you will be provided with
election forms for medical insurance continuation as provided by
the Consolidated Omnibus Budget Reconciliation Act
(COBRA).
4. On the
Separation Date, you will deliver to a Company representative, at a
location to be determined, all Company property which you have in
your possession, including all equipment
Page 2 Tuesday
June 2 nd
, 2009
and
accessories, office equipment, account lists or contact lists,
credit cards, keys, and documents, including copies of
documents.
5. If you
continue to fulfill your job responsibilities through the
Separation Date, and in exchange for your agreement to the release
terms set forth in Paragraph 6 of this Agreement, on the date
eight (8) days from your signature on this Agreement, or if
the 8 th
day falls on a weekend or a holiday,
on the next business day, Anadys will provide the following
considerations: 1) provide a partial acceleration of vesting
applicable to all of your outstanding stock options so that the
options that otherwise would vest through December 31, 2009
immediately will be vested; and 2) provide an amendment to your
stock option agreements, such that all of your vested stock options
(including those accelerated pursuant to the foregoing clause) will
be exercisable until December 31, 2010 (subject to your formal
separate agreement to this modification and potential loss of ISO
status). This offer expires as of 5:00 p.m., July 27
th , 2009.
6. Except for
claims under the Workers’ Compensation Act and Unemployment
Insurance, in consideration for the separation benefits described
in the Severance Agreement and the additional benefits set out in
Paragraph 5 above, you release and forever discharge the
Company, its present and former agents, employees, officers,
directors, shareholders, principals, predecessors, alter egos,
partners, parents, subsidiaries, affiliates, attorneys, insurers,
successors and assigns, from any and all claims (excluding
indemnification obligations and rights under the Company’s
director and officer insurance policies), demands, grievances,
causes of action or suit of any kind arising out of, or in any way
connected with, the dealings between the parties to date, including
the employment relationship and its termination.
This general
release includes, but is not limited to: (1) all claims
arising out of or in any way related to your employment with the
Company or the termination of that employment; (2) all claims
related to your compensation or benefits from the Company,
including, but not limited to,
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